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One-sided “Shareholder Pays” Provisions Approved For Corporate Bylaws

The “American Rule.” To the uninitiated, that name probably conjures up fuzzy feelings of independence. The hardy spirit of our forefathers. Bootstraps and grit. Rocky IV. But to American lawyers, it’s just a rule about...more

Using Corporate Bylaws and Charters to Set the Rules for Shareholder Litigation

Recent court decisions, including the Delaware Supreme Court’s opinion earlier this month in ATP Tour, Inc. v. Deutscher Tennis Bund, have focused new attention on the use of corporate bylaws and charters to establish the...more

"Fee-Shifting Bylaws: The Delaware Supreme Court Decision in ATP Tour, Its Aftermath and the Potential Delaware Legislative...

On May 8, 2014, the Delaware Supreme Court issued an opinion in ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis Federation), No. 534, 2013 (Del. May 8, 2014), holding that fee-shifting provisions in a Delaware...more

Delaware Supreme Court upholds fee-shifting provision in company bylaw, signifying a future sea change in corporate litigation

The Delaware Supreme Court, sitting en banc, has held that a Delaware corporate bylaw that requires a losing claimant to pay the legal fees and expenses of the defendants is not invalid per se, and if otherwise enforceable...more

Delaware Court Enforces “Loser Pays” Bylaw, Opens the Door for D&O Insurers to Better Assess and Control Shareholder Litigation...

The Delaware Supreme Court held that a corporation’s fee-shifting bylaw is enforceable as long as the bylaw is not adopted for an inequitable purpose. A first of its kind, this ruling seems poised to change dramatically the...more

In re Quest Software, Inc., S'holders Litig., C.A. No. 7357-VCG (Del. Ch. Nov. 12, 2013) (Glasscock, V.C.)

In this letter opinion, the Court of Chancery addressed plaintiffs’ application for attorneys’ fees under the corporate benefit doctrine in the context of a mooted litigation. Plaintiffs sought a $2.8 million fee award. The...more

Recent Decisions Show Courts Closely Scrutinizing Fee Awards in M&A Litigation Settlements

Shareholder class and derivative suits quickly follow virtually every significant merger announcement. The vast majority of those suits that are not dismissed settle quickly, with the defendant corporation typically agreeing...more

Delaware Supreme Court Affirms Denial of Attorneys' Fees Relating to Corporate Waste Claim Based on a Board's Decision to Forego...

On January 14, 2013, the Delaware Supreme Court affirmed a trial court's denial of attorneys' fees in connection with a corporate waste claim filed against corporate board members for the board's decision to pay certain...more

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